Limitless
by Kestrel1
Summary: Spider-Man Unlimited crash lands in X-Men Evolution...
1. Enter the Spider

Professor Xavier was startled from the book he was reading by a blip on the radar that was part of Cerebro's tracking system. He telepathically called the X-Men to him. "It appears that a spacecraft has crashed off the coast of Bayville," he reported. "Woah, a UFO?" Evan said excitedly. "I'm afraid not," Professor X replied, "It seems to be one of ours. But I believe we should check it out."  
In no time at all, the X-Men had arrived at the docks, where a group of fishing boats had pulled the shuttle to shore. But they were having trouble opening the door on the top of it. Logan stepped through the crowd and, before anyone could recognize the claws that popped out of his hand, slashed open the lock on the hatch. He immediately regretted it, as the door burst open and three people spilled out onto the beach.  
Spyke didn't recognize the human man, who might have been dead by the looks of him, but being a native New-Yorker, he'd know the other two anywhere. Spider-Man and Venom. The group of onlookers turned to a stampede trying to escape as Venom's assault on the webslinger spilled out into the crowd.  
Logan hadn't heard much about Spider-Man or Venom, but he knew them by sight. Not that it mattered, because before another thought could cross his mind he was in the battle. Spider-Man, for his part, took a chance and fought alongside the weirdo with the metal claws, praying that he was on his side. Heck, this guy might even be a superhero, he thought to himself as Wolverine took on Venom and gave him a moment to breathe.  
As Venom flung Wolverine against the side of the spacecraft, the hull of which had been charred black upon re-entry, Spidey launched a handful of his sonic projectiles. But, to his surprise, they seemed to affect the one with the claws just as much as they hurt Venom's symbiotic better half. Wolverine cringed, then roared, as his superhuman hearing was assaulted by the sound waves.  
Not really sure who was friend or foe, Cyclops blasted Venom into oblivion, splattering the already loosened symbiote all over the bay as the impact of the shot knocked Venom into the water. Jean rushed over to the third man that had been in the shuttle. He had been badly injured, but showed signs of life. At Jean's slight telepathic prodding, John Jameson's eyes fluttered open.  
Spidey went to help Wolverine, who had taken a hard bump from Venom, but was surprised when he was unhurt. "Howdy, name's Spider-Man, what planet am I on?" Logan's ticked-off expression didn't change. "I hope old Tall, Dark and Slimey didn't give you the wrong idea," he continued, "I'm the good guy." "If that's the toughest bad guy ya got, you must not be from around here."  
"Don't take Venom so lightly," Spider-Man said, pointing toward the drink, "He's got more lives than the Black Cat." "Bub, I wrote the book on hard-to-kill," Logan replied. The pained moans of John Jameson distracted the men from their friendly conversation.  
After Jameson had been taken to the Xavier Institute sick bay, the Professor got the chance to talk to the wall-crawler in private. "You've been gone for quite a while," he began, "And I understand that New York hasn't been the same without you." But Spidey was reluctant to talk. "No offense, Professor, but I don't know how much you know about me and I'm not about to tell you my life story either."  
"We are the X-Men," Xavier replied. Spider-Man thought it sounded like a well-rehearsed catchphrase. "Mutants who protect both our own kind and humans from those of us who have a more violent view of the world." So they were superheroes. Sensing Spider-Man's apprehension, Xavier concluded with, "You're among friends here, and until your friend recovers, we'd be more than happy to have you as part of the team."  
"YES! We get to team up with Spider-Man!" Evan Daniels shouted, jumping out from where he had been eavesdropping. Talking at near-Quicksilver speed, Spyke finally got to tell his childhood hero how much he looks up to him, etc. "Now, now, Evan," the Professor interrupted, "I'm sure our guest would like some rest after his journey home. Why don't you show him to his--" Evan had already dragged Spidey halfway upstairs.  
The next morning, Peter Parker stumbled out of his room, down the hallway, and found the bathroom. Upon splashing cold water on his face and yawning, he realized that he had no idea where he was. "Oh yeah, 'We are the X-Men,'" he told himself, mimicking the Professor's voice.  
He turned on the hot water in the shower and peeled off his shirt when Kitty Pryde phased through the door. They bumped into each other and screamed at the same time. Peter jumped back, slipped on the floor, and smacked his head against the wall. Kitty staggered back through the door just as she had entered. Being caught without his costume, Peter reached for his wrist only to discover that his watch, and thus his nano-tech quick change costume, were gone.  
"It's OK," he heard Kitty say through the door, "It's no big deal that you don't have your mask on. You're like, among friends," she said, repeating one of Professor X's lines. "Sorry, masked man reflexes," he said, cautiously opening the door and stepping out. "You can go first." Kitty had already slammed the door in his face before he finished the sentence.  
Man, she didn't even trigger my Spider-Sense, he thought as he went back to his room. Of course, she also walked through a solid door, if that was any indication of how weird these X-Men were going to be. 


	2. All in the Family

"Hey--"  
"It's Jean."  
"Wha--"  
"You were going to call me MJ. I know, it's the red hair, right?"  
"How--"  
"I'm telepathic."  
"Oh."  
"See you at breakfast."  
"Sure." Peter rubbed the remaining sleep out of his eyes and pulled his shirt back on. Out of instinct he grabbed his watch off the dressed in his room, but decided that he didn't need to hide from these people. They didn't wear masks in the house. Down at breakfast, he walked into the kitchen to see a dark-skinned lady with white hair and a short guy reading the paper next to the coffee machine.  
"Logan, can you open this for me?" She handed him a glass bottle of orange juice. Snikt. Peter did a double-take as he saw the top half inch of glass come off along with the bottle cap. Oh yeah, the guy with the claws. "You say somethin', web-head?" Logan asked, looking at Peter get his cup of coffee out of the corner of his eye. Peter opened his mouth to say something when Hurricane Kurt BAMFed into the room.  
Clinging to the ceiling, Kurt opened the cupboard and fished out two Pop-Tarts. Unfortunately, he also knocked a bowl of sugar onto Peter. "Whoa," Kurt said, leaping down to the floor, "How did you do zat?" Sure enough, Peter had ducked the falling sugar without getting so much as a granule on him. "Spider-Sense," he said proudly, "Never leave home without it."  
At breakfast, Peter met the rest of the team. There was Scott, who could blow the place sky-high if he took off his glasses. If looks could kill. "Yer killin' me with the puns, Spidey." Logan said. He didn't even think he said that one out loud. Rogue was there, too, but she wasn't much of a morning person. And Alex, Scott's brother. Mutant power must not run in the family.  
"OK gang, Danger Room in five," Scott announced to moans and groans. "Danger Room?" Peter asked, tightening his watch, "Sounds like fun." Five minutes later, the X-Men were all in costume and met in the Danger Room with Peter. "Where's your costume?" Alex asked. Without a word, Peter hit the button on his watch and was enveloped by his Spider-Man costume. "Not bad," Wolverine nodded. "You'd look positively stunning in nano-tech, darling," Spidey said in his best fashion designer voice.  
With no more time for joking around, everyone stepped into the Danger Room as the Professor began the simulation. A huge laser cannon shot the floor up right in front of Nightcrawler, who backflipped and BAMFed away, re-appearing several yards back. Dodging some fire himself, Spidey's Spider-Sense started tingling like crazy. He jumped back against the wall and spring-boarded over to where Nightcrawler had re-appeared and was about to take a buzzsaw right in the back.  
Kurt screamed as two globs of impact webbing missed his furry hide by inches and gunked up the saw behind him. "Zat vas amazing," he gasped. But, seeing another gun pop out of the floor behind them, he grabbed Spidey and BAMFed them both out of the way, then somersaulted over the gun barrel and slammed it into the floor. "And that was uncanny," Spider-Man replied.  
The simulation ended with nobody badly hurt. Havok, being the rookie, had gotten tagged a few times, but had easily done the most damage to the Danger Room itself. Sure underestimated the kid, Spidey thought, he packs more of a blast than his brother. After getting cleaned up, Spider-Man went to sick bay to pay John a visit. There, he found Ororo keeping watch.  
"Your friend does not know your secret identity, I take it," she said out in the hall. "He doesn't exactly come from a spider-friendly family," he replied. Spidey stepped into the room and John opened his eyes. "Home sweet home, webslinger," he said, sitting up in bed. "I gotta hand it to you, John-John, I didn't think you'd be able to fly that hunk o' junk home."  
"Yeah, well I didn't expect to have any hitchhikers."  
"Hey, just be glad we left Carnage on the side of the road."  
"Think Counter-Earth is ever gonna be OK?"  
"Someday, I guess." Satisfied with the answer, John laid back down and closed his eyes. Poor guy, Venom really did a number on him, Peter thought as he saw all the bandages that Jameson was wearing, not that he was friendly to me.  
The rest of the day went by uneventfully until late afternoon. "Hey," Scott called, not really sure what to call Spider-Man when he wasn't in costume, "Wanna come out with us?" Peter shrugged. "Come on," Kitty called, "If you just came back from another planet, you can't have that many clothes to wear!" Peter had one foot out the door when he realized that he once again didn't have his watch on.  
"I vant to come, too!" Kurt protested. "Not without your holo-watch," Scott reminded. Before Kurt could BAMF away, Peter asked him to get his watch, too. "Might as well bring my watch, too," Scott said, "It's the only one in the house that just keeps time." But he, too, was unable to find it. Kurt arrived in John Jameson's room, the only place he hadn't looked yet, and grabbed both watches off the table. It had started raining as soon as Scott pulled his car out of the garage, so he put the top up and allowed Kurt to stay in his natural form anyway.  
By the time the gang was ready to come home, Peter was dog tired. But at least he had some fancy duds. The sun had just dropped below the horizon, and the already dark skies became even blacker. "What time is it, anyway?" Kitty asked. "Hey, hold on, this isn't my watch," Scott noticed.  
Out of curiosity, Kurt turned his watch on. Kitty jumped as the Spider-Man suit covered Kurt instantly. "Hey!" Peter shouted, activating his watch and turning into Kurt's human form. "So what the heck watch is this?" Scott asked. Then it hit Peter.  
"Oh no."  
"What?"  
"This probably isn't the best time to tell you this...but there's something you should know about John-John..." 


	3. A Howlin' Good Time

Scott's car shattered the speed limit as they sped back to the institute, only to find that they were too late. The front gate had been torn open like Juggernaut had just jogged through. Beyond that, the mangled front door was in the middle of the lawn. As the four ran up to the mansion, they saw no signs of life. In the main hall, closest the front door, was Rogue. "Ah tried to stop him, Scott, ah really did," she mumbled, her hand pressed against a cut on the side of her head.  
"Go look for the others," Scott said to Kitty, Kurt and Peter, his voice in its team leader tone. "Rogue, come on, stay with me," he said, shaking her a little by the shoulder. "What happened?" She groaned and then started to tell the story to him in bits and pieces.  
In the next minute or two, Kurt found Jean out cold in the hallway. Peter found the Professor with his wheelchair flipped over on top of him and Alex by his side, nursing his own injuries. "Wolverine and Spyke went after him," he told Peter. "Oh great," he replied, talking more to himself than to Alex as they helped the Professor up. "They have no idea what they're up against! Mutants, sure, but you've never tangled with a Bestial!" "You've never tangled with Wolverine," Alex said.  
Kitty went further down the hallway, past where Peter had found Alex and Xavier, to find Ororo laying among the mass of splintered wood that was once the door to Jameson's room. Hours later, after tending to their wounded the best that they could, the remaining X-Men regrouped outside in the now pouring rain. "Bro, if you're gonna go looking for that thing, I'm coming," Alex protested, but it was obvious that he wasn't in good enough condition.  
"Should have put a Spider-tracer on John before nightfall," Peter scolded himself. "Hey, it's not your fault," Cyclops said, "This was a total accident. But now its our job to clean it up. Kurt, can you see anything?" Nightcrawler, who had night vision just about equal to Wolverine, squinted as he surveyed the landscape. "Ze rain's coming down too hard, I can't see any further zen you."  
"They went that way...ah think..." Rogue said, stepping to where the front door once was and pointing out towards the woods. She had taken quite a shot to the head, and Scott wasn't really sure if she knew what she was talking about. But it was the only chance they had.  
When they came to the edge of the woods, all four sighed with relief when they saw one of Spyke's bone spikes stuck in a tree. A bit further into the forest, there was another. "Smart kid," Spider-Man said, firing a webline and swinging into the darkness. "Wait!" Cyclops called, but he was already out of earshot. "Come on," Kurt said, grabbing Shadowcat and Cyclops and BAMFing in short bursts to stick to the spike trail, but fast enough to keep up with the webslinger.  
"Zis is ze last stop," Kurt said, totally exhausted a few minutes later. "The trail just, like, ends here," Kitty observed. Scott's reply was cut off by an eerie, ear-piercing howl from not too far away. "I think it came from over here!" He shouted, even though the cry of the wold had echoed off of every tree around them.  
Kitty screamed as she tripped over a log. Kurt helped her up, but then the log started moaning. "Evan!" They all shouted at the same time. "I knew I shoulda drank some more moo juice before I came out here," he said weakly. If Spyke didn't get enough calcium, or if he created too many spikes, he would get worn out to the point of passing out. "Where are Wolverine and Spider-Man?" Scott asked. Spyke shrugged.  
"NO! DON'T HURT HIM!" Spider-Man's voice rang out from just out of sight, followed by a chorus of roars and snarls. All at once, Wolverine and the monster that was John Jameson spilled out into view. Even in the poor visibility, it was clear that Logan had been torn apart by this..."Werewolf," Cyclops said out loud. The werewolf easily overpowered Wolverine and Spider-Man together, tossing them aside like small children before bolting into the woods again.  
"He's gonna wish Venon finished him off when I get a shot at him," Scott swore.  
"No...he's not in control of himself...you can't hurt him..." Spider-Man said, slowly getting up. Wolverine, or what was left of him, was not moving. "Mr. Logan?" Kitty asked, nudging him a little. "Wolverine? Come on, wake up..." She found herself staring at the unusual sight, his uniform shredded and blood-stained, but his skin mostly healed so that the injuries didn't match the damage done to his suit.  
Wolverine came to after a few more seconds of Kitty trying to revive him, but once he was awake she wished he had stayed out. Seeing the look in his eyes, she screamed and phased herself out just as he lunged at her, instead lashing into a tree behind her. Going completely on instinct, he sniffed the air and then sprinted off in hot pursuit of Jameson.  
"Great, now we're back to square one," Scott sighed.  
"Not quite," Spider-Man said, "I tagged both our Nature Boys with tracers this time."  
Meanwhile, Wolverine stealthily moved through the woods, smelling both his own blood and Jameson's. He was slowly gaining control of himself, but presently all he wanted was to do was do an adamantium taxidermy job on the big bad wolf. He soon got his chance, as Jameson doubled back and pounced when Wolverine took a moment to regain his senses.  
Just as the two man-beasts were about to inflict even more damage on each other, both were blinded with some webbing. Nightcrawler BAMFed in between the two, grabbed Wolverine by the wrist, and BAMFed them both a safe distance away. "Logan! Logan, please try to get control! He is ze animal, not you!" Kurt didn't have a prayer of physically restraining Logan, but fortunately he retracted his claws and calmed down.  
Spidey detained Jameson with a steady stream of webbing, lassoing him with more every time he broke free. Cyclops moved in close and put the ion generator/watch, the thing that could turn Jameson human again, around the wolf's fingers. But when he turned it on, to his horror, it sparked and fizzled in the rain. "Figures," he and Spider-Man said at the same time, just as the werewolf broke free and hammered Scott with a backhand swing.  
Kitty, who had joined Kurt in getting Logan back to his normal frame of mind, vaguely heard Scott say something. By the time she turned around, the werewolf was almost upon her. Its claws dug into her shoulder, but she had the wherewithal to phase through the rest of the slash. From out of nowhere, Wolverine charged through Kitty from behind and drove his claws into Jameson's furry white body again and again.  
"STOP!" Spider-Man shouted, grabbing Logan by the arm and spinning him around. Wolverine swung wildly, but Spidey dodged. Not that Wolverine wasn't fast. He caught Spider-Man with his second slash right across the ribs, and got a punch with the proportionate strength of a spider behind it for his trouble. "Hey, HEY!" Cyclops yelled, stepping in between the two and pushing them apart. Spyke helped him break up the situation as Kurt tended to Kitty's cuts.  
The werewolf had been defeated, in any event, and the tattered and torn heroes hoofed it back to the Institute where they found the Professor and Forge waiting for them at the doorstep. "I sensed that the device had shorted out," Xavier said, "So I called a repair man." "At your service," Forge said. By the time Jameson woke up, Forge had fixed the gadget, made a spare, and waterproofed them.  
By sunrise the next morning, the place was still in a shambles but everything had quieted down. And, as everyone noticed, that wasn't always such a good thing. Whenever they were in the same room, Logan and Peter silently stared a hole through each other, looking like they were seconds away from going at it.  
"The werewolf I got respect for," Logan said when Cyclops asked him about it in private, "He almost took me out. But I don't play around with bugs. I squish 'em."'  
Cut to the coast of Bayville, where the early morning fishing boats had already been out for some time. "Hey Cal," one of them called, looking overboard. "Ya think it's a baby whale?" "Dunno," the other man replied. As they cast out a net to pull the shiny black mass in, it rolled over to reveal bony spikes coming out of it. "What the sam hill is this thing?"  
The man's question was answered as Venom burst out of the water, grabbed him by the shirt, and hurled him into the other man, spilling them both overboard. "Parker's first...then Jameson..." the deranged symbiote said to itself as it hijacked the boat, "And then that freak with the claws...and then that freak with the eyes...and then...ah, we'll execute 'em all! Now let's kick this Minnow into high gear!" 


	4. Envenomated

Logan growled and coughed as he rolled out of bed. Sure, he had a mutant healing factor, but stuff still hurt. And that werewolf sure didn't pull any punches last night. Hell, he might not have had it in him to beat Jameson until he hurt Kitty. Leaning over the bathroom sink, Logan shook his head clear of all that sappy stuff. But it was no use, as the next thing he knew he was halfway to Kitty and Rogue's room to check on them.  
He saw Scott poking his head into Jean's room, and felt slightly better about not being the only guy in the house that cared about people. With a sniff and a snort he passed Peter's room. He'd love to go one-on-one with Spider-Man, really see who the better man was, and in the back of his mind he knew that someday it would happen. Putting an ear to the door, he could tell by the breathing of both girls that they were sound asleep.  
Sniffing around a bit more, he smelled 'Ro not too far away. Sure enough, when he passed by the room where all her plants were, she was sitting right by the window looking out at the sunrise. Logan didn't expect to see her up at this hour on a weekend, especially after she got the crap kicked out of her by Jameson. "You OK?" He asked, stepping inside. "I've been better," she replied, still looking out the window, "And you? I understand you took quite a beating last night."  
"Don't make it sound like I won or anything," he fired back.  
"There isn't always a winner."  
"What's that supposed to mean?"  
"It means that you weren't fighting the enemy to begin with," Peter interrupted. Logan spun around and felt like putting his lights out right there. "As nice as that sounds, your pal wrecked my house. Hurt my friends. That makes him MY enemy. Maybe it's a wolf thing. Bug like you wouldn't get it."  
Peter snapped his fingers and slapped his forehead. "Now I remember you," he joked, "You're the guy from National Geographic! 'Aggressive Behavior of the Fight-Picking Bonehead,' right? Seen it a million times!" Logan stepped up nose to nose with Peter. The tense moment was quickly diffused as Storm made it rain on both of their heads.  
"How is everyone?" Professor Xavier asked at breakfast. Scott was a little sore but otherwise OK, Alex had a few bruises and cuts, Rogue had a concussion and was in a worse mood than usual. When Jean came to, she was just fine, except for a headache that only really bothered her when she tried to use her powers. Ororo's injuries were numerous but not serious, ane even Logan was feeling a little stiff. Peter had been knocked around a bit, but his worst injury of the night actually came from Wolverine.  
Kurt and Evan, who weren't hurt but had exhausted their powers, were the last to wake up. Kitty was sporting a bandage on her arm and couldn't really move it that well. John Jameson was in the worst shape of all, being that he was on the shelf even before he transformed into a werewolf. Xavier had a feeling that if he had been 100%, his X-Men would have been hurt much worse.  
After everyone had been awake for a few hours, Jean discovered that they were out of Advil and Scott offered to drive her to the drug store. Evan and Rogue went with them. Nobody really noticed how long they'd been gone for until it was almost dinner. "Maybe Scott finally asked her out and they went to see a movie," Alex offered. About a half hour later, the phone rang.  
"Professor?"  
"Yes?"  
"Professor...Xavier?"  
"Who is this?"  
"Just checking. That's the name your kid keeps screaming."  
"What have you done to them."  
"Take it easy, Prof, they're OK. Well...three out of four ain't bad."  
With that, Venom hung up. The rest of the team was assembled immediately. The Professor laid the bad news on them. Three out of four ain't bad. Didn't sound too good, Peter said to himself as he had a flashback. "You were going to call me MJ. I know, it's the red hair, right?"  
"Son of a...he's got Jean," Peter said through clenched teeth. Two days back on Earth and Venom was already back to kidnapping the redhead. "Vhat's the plan?" Kurt asked. "Do ya really have to ask?" Logan replied, grabbing the Nightcrawler costume off the couch and tossing it in his face.  
"Summers?" Fred Dukes asked, kicking the mass of white sticky stuff on the floor. It had red sunglasses on...it had to be him. "Woah, that is Summers," Lance gasped, "What do you think happened to him?" Pietro took a look at what was left of Cyclops from one angle, stroked his chin, then zoomed around and looked from another angle. "Offhand, I'd say either Spider-Man or Venom," he concluded, being a New Yorker himself.  
"--Woah," he continued, realizing what he just said, "Spider-Man is here! HERE! In Bayville!"  
"Snap out of it, man, we're the bad guys."  
"That's it! If we fight Spider-Man, we officially get upgraded from bad guys to...supervillains!"  
"Hey, that sounds pretty cool."  
"Let's go get a promotion!" The misguided Blob cried, throwing his fist in the air. 


	5. Bringing the House Down

"Well well, look what the cat dragged in."  
"Heh heh, I get it, cat...Kitty." Everyone looked at Fred and shook their heads. "Well I got it that time!" He protested. "Hey," Lance said, "You think we should help her? She looks pretty banged up." "Lance said banged," Fred chuckled, "See, I caught that one."  
"Shut up, Freddy," he shot back, "If the rest of us weren't here you'd probably try to eat her."  
"Looks like we hit a nerve," Pietro grinned. Suddenly, a hand grabbed him hard from behind and crushed down on his neck until he was twitching like a stretched rubber band. "No, that's hitting a nerve," Venom said. Lance, Todd and Fred took battle stances, but as Pietro crumbled to the ground, Venom extended his hands in a gesture of peace.  
"Couldn't help but overheard that you...supervillains..." he paused here and just barely kept himself from laughing, "....Want a shot at the web-head. It just so happens that he's due at my place any minute now." Skipping over some minor details, the Brotherhood cut a deal with Venom.  
"Man, I can't believe you lost them!"  
"You try to follow a motorcycle and a guy swinging from buildings!"  
In the X-Van, Havok and Nightcrawler had just lost Wolverine and Spider-Man. They picked up the trail when Storm sailed overhead, pointing them in the right direction.  
"So what's the plan?" Spidey asked Wolvie, hanging upside-down off a webline. "Plan? You're more of a rookie than I thought," he snorted, popping his claws and slicing the front door to ribbons. He waited impatiently for the webslinger and was caught off guard when he made his own grand entrance by swinging through a window and shattering it in a shimmering shower.  
"Yep, this is his kinda place alright," Spider-Man observed the creepy, abandoned movie theater that was now more of a construction site for a new building. "I think it needs a little redecorating," Avalanche said, stepping out from the shadows. Spider-Man was jarred off the wall he clung to as the earth-moving mutant shook the place up. Wolverine leaped sideways as the ground under him shot up in spikes of rock.  
Spider-Man shot a webline and prepared to swing around the far side of a large stone pillar and get the drop on Avalanche. But, taking full advantage of the fact that Spidey's Spider-sense didn't pick him up, Venom swung around the other way and nearly decapitated his old enemy in midair.  
Wolverine, meanwhile, had been picked off by Quicksilver, who kept him busy just long enough for the Blob to smash him from behind. Logan rolled with the punch, only to be blinded by a spit spray from Toad immediately followed by a seismic explosion right under his nose. Having knocked the wall-crawler goofy, Venom shot out a symbiotic limb and hurled Wolverine into a pillar, smashing it to bits.  
With an evil laugh, Blob put all his weight into stepping on the back of Wolverine's head with one foot. However, as soon as he was let up, Wolverine somehow rebounded by slicing Venom's grip and blocking an attempted jump kick by Toad. Todd screamed in pain as one of Logan's claws went cleanly through his ankle.  
Not able to see very well courtesy of Toad's vile spit, Wolverine swung blindly, trying to keep distance between him and his attackers. But, firing a webline of his own and stealthily swinging over Wolverine's head and landing right behind him, Venom took the advantage. Turning and slashing, Wolverine only clipped a single slimy tendril off of Venom's shoulder before he was grabbed by the throat and rushed into a wall.  
Pinned against the wall by a mass of earth raised by Avalanche, Logan's vision returned only to see a punching bag's-eye-view of Venom beating the holy hell out of him. Using whatever strength he had left to break one hand free, Wolverine slashed feebly at Venom before he was grabbed by the arm and held in place for a moment. His cuts healing slowly, by his standards, Logan panted heavily and wondered why he was given a breather...  
Avalanche heard the breath being driven out of Wolverine's lungs as the Blob buried his huge fist into his exposed rib cage. Venom released Logan's and let him sink to the floor, choking and spazzing out to draw a breath. With a toothy grin, Venom flicked his tongue around gleefully before raising his fists above his head and cracking down across Wolverine's shoulders and the back of his neck.  
Conjuring up a destructive wave of dirt under the ancient tile floor, Avalanche flicked Wolverine through the wall like a pinball where he skidded to a stop across the street from the abandoned building and laid there motionless.  
"I think we're in over our heads, dude," Havok whispered to Nightcrawler, having just pulled up in front of the place and seen what was left of Wolverine. "I'll go in ze easy vay, you go in ze hard vay," the blue elf replied. With that, he BAMFed out of sight. "Here goes nothin'," Havok said, cracking his knuckles and blasting down most of the outside wall of the place. "Anybody home?!" He shouted, his fear replaced by the rush of blowing stuff away.  
Nightcrawler BAMFed in on top of a scaffold on the far side of the room, grabbed a can of paint, BAMFed right above the Blob's head and let him have it. Havok charged up for a moment, shook off the burning sensation in his knuckles and wrists, and plastered Blob right upside the head, knocking the behemoth down to one knee.  
Venom did a double-take when he saw that Spider-Man was gone. "NOT THIS TIME, PARKER!" He roared, zipping up a webline vertically and smashing his way through the ceiling to get to the second floor.  
"You rang?" Spidey said, kicking in the door to the balcony portion of the theater, where Jean was tightly webbed to a chair. The satisfying feeling of rescuing the damsel in distress faded away when Peter realized how much had been taken out of Jean by her telepathically calling for help. It got even worse when Venom came bursting through the floor.Spidey made the split-second decision to finish the battle against his arch-nemesis instead of free Jean. Besides, Venom wasn't going to bother with her when he was close enough to rip the skin off his old buddy Spider-Man. Sure enough, Venom lunged at the webslinger without a second look at his hostage.  
The more agile of the two, Spider-Man caught Venom coming and rolled backwards, flipping him and sending him crashing through about ten rows of seats. But before he could plan his next move, he was distracted by his Spider-Sense and leaped to the far wall just before one of Havok's stray shots from down below ripped through the floor. And before he could utter a single witty comment, Venom rebounded and folded him up like an accordion with a flying tackle.  
Venom felt the slight tug of Jean trying to help Spider-Man, but she was too weak from her prior injury. "You look tense, Parker," he hissed, bending Spidey backwards over the edge of the balcony. "How 'bout a nice relaxing stretch?!" With that, he cemented his grip around Spider-Man's neck and began twisting him like a pretzel. Pain freezing him in place from head to toe, Spidey felt his Spider-Sense tingling once again before everything became blurry.  
All at once, a roaring noise filled the room. No sooner did Venom look up than the roof came ripping off the building, the deafening howl of the wind replacing the crunch of the place coming apart around them. Hovering overhead was none other than Storm, eyes glowing white and her hands surrounded by spheres of energy. Like a ticked-off angel descending from on high, she launched a bolt of lightning at Venom, sending him reeling back through another dozen rows of seats.  
Clutching his neck, Spider-Man tried his best to shake out the cobwebs. But the damage had been done and the pain was starting to get to him in a hurry. "Wait here with Jean," Storm said, putting a hand on his shoulder, "I'll--" She was cut off by Venom's woozy groans and the cracking of wood as he tried to get up. Jean shut her eyes tight as Storm's emotions, and therefore the weather, went ballistic on the symbiotic supervillian.  
Deep within his second skin, Eddie Brock's whole body contracted as the jolt of electricity tore through his every muscle. Taking a deep cleansing breath, Storm descended downstairs through a hole in the floor, leaving Venom all but fried. In his semi-conscious state, Eddie felt a surge of panic shoot through the symbiote. The debris around him had been ignited by the bolt of lightning.  
After letting the fire consume Venom and melt away most of the symbiote, Spidey yanked Eddie out from the flames with a webline. "You'll pay for this Parker..." he mumbled just before passing out. His aching neck dulling his sense of humor, Spider-Man simply smiled under his mask before turning to help Jean out of her sticky situation.  
When Storm entered the battle downstairs, the odds weren't in her favor. Blob, Avalanche, Quicksilver and Toad had Havok and Nightcrawler on the ropes. Generating a gust of wind, Storm succeeded in blowing Toad and Quicksilver across the room, but couldn't budge the blob. Avalanche made a wall shoot out of the ground to protect himself.  
Toad slid to a stop and saw a hand reach out to help him up. He made the mistake of grabbing it before looking to see who it was. Before he could cry out, Rogue had drained him. Having done her part to even the score, she leaned against a wall and tried to shake off the dizzy feeling she was being overwhelmed by. Way too many hits on the head, she said to herself as she felt the latest bump on her skull from when Venom had jumped her before. At least she wasn't beat up as badly as the others.  
Quicksilver and Nightcrawler were tagging each other with punches and kicks whenever they got the chance, but mosty it was a game of tag too fast for the naked eye. Kurt would counter Pietro's super speed by BAMFing instead of trying to keep pace. Suddenly, Quicksilver froze in limbo position, a spike embedded into the wall just inches in front of his neck.  
Completely caught off guard by Spyke's intervention, Pietro left his rear wide open for a flying kick by Nightcrawler. The boot to the back sent him forward, clotheslining him on the spike and sending him for a loop. A glob of webbing blinded the Blob as Spider-Man swung into battle, injured as he was. Avalanche's most creative attacks were reduced to topsoil as Havok opened fire on anything that moved.  
"I don't think that promotion is worth it," Fred mused, his thick fingers clumsily pulling the web off of his face. "Bad guys sounds pretty cool, too," Avalanche agreed, being backed into a corner by the X-Men, the odds now firmly against them. With that, Avalanche rattled the foundation of the building, collapsing portions of the roof and kicking up enough dust for the Brotherhood to pick up their wounded and retreat. 


End file.
